Article 1: Fair Treatment of Shareholders
- The Board is obliged to seek shareholders' rights protection to ensure fairness and equality among them.
- The Board and the Executive Management of the Company is obliged not to discriminate among shareholders who own the same class of shares nor prevent them from accessing any of their rights.
- The Company shall specify in its internal policies the procedures that are necessary to guarantee that all shareholders exercise their rights.
Article 2: Rights related to shares
All rights related to shares shall be guaranteed to the shareholder, and particularly the following:
- to obtain his/her portion of the net profits which are to be distributed in cash or through the issuance of shares;
- to obtain his/her share of the Company’s assets upon liquidation;
- to attend the General or Special Shareholders Assemblies, take part in their deliberations and vote on their decisions;
- to dispose of his/her shares in accordance with the provisions of the Companies Law, The Capital Market Law and their implementing regulations ;
- to enquire and request viewing the books and documents of the Company, including the data and information related to the activities of the Company and its operational and investment strategy without prejudice to the interests of the Company or breach of the Companies Law and the Capital Market Law and their implementing regulations;
- to monitor the performance of the Company and the activities of the Board;
- to hold Board members accountable, to file liability lawsuits against them and appeal for nullification of the resolutions of the General and Special Shareholders Assemblies in accordance with the conditions and restrictions provided in the Companies Law and the bylaws of the Company;
- preemptive rights to subscribe for new shares issued in exchange for cash unless otherwise specified in the Company’s bylaws or when the Extraordinary General Assembly suspends the pre-emptive rights are per Article (140) of the Company's Law.
- to record his/her name in the Company’s shareholders register;
- to request to view a copy of the Company’s articles of association and bylaws unless the Company publishes them on its website; and
- to nominate and elect the Board members.
Article 3: Shareholder access to information
- The Board shall make available to the shareholder complete, clear, accurate and non- misleading information to enable him/her to properly exercise his/her rights. Such information shall be provided at the proper times and shall be updated regularly.
- The method used to provide information to the shareholders shall be clear and detailed and shall include a list of the Company's information that the shareholders may obtain. This information shall be made available to all shareholders of the same class.
- The Company shall use the most effective methods in communicating with shareholders and shall not discriminate among shareholders in respect of providing information.
Article 4: Communicating with Shareholders
- The Board shall ensure communication between the Company and the shareholders based on the common understanding of the strategic objectives and interests of the Company.
- The chairman of the Board and the Chief Executive Officer shall inform the remaining Board members of the opinions of the shareholders and discuss these opinions with them.
- No shareholder may intervene in the operations of the Board or the work of the Executive Management of the Company unless he/she is a member of its Board or its management team; or unless his/her intervention is through the Ordinary General Assembly according to its powers or within the limits and situations permitted by the Board.
Article 5: Electing the Board Members
- Upon calling for the General Assembly, the Company shall announce on the Exchange's website information about the nominees for the membership of the Board which shall include the nominees' experience, qualifications, skills and their previous and current jobs and memberships. The Company shall make a copy of the mentioned information available in the Company's head office and its website.
- Cumulative voting shall be used in electing the Board, in which it is not allowed to use the voting right of a single share more than once.
- Voting in the General Assembly shall be confined to the Board nominees whose information has been announced as per paragraph (a) of this Article.
Article 6: Distribution of Dividends
- The Company’s bylaws shall prescribe the percentage of the net profits to be distributed to the shareholders after setting aside the statutory reserve and the other reserves.
- The Board shall establish a clear policy for the distribution of dividends to achieve the interests of the shareholders and the Company as per the Company's bylaw.
- The shareholder is entitled to receive his/her share of dividends as per the decision of the General Assembly in respect of the distribution of dividends to shareholders or the Board resolution on distributing interim dividends. The resolution shall specify the record date and the distribution date provided that the resolution shall be executed as per the Regulatory Rules and Procedures issued pursuant to the Companies Law related to Listed Joint Stock Companies.